Opko Health Inc, Miami, recently announced its planned acquisition of Bio-Reference Laboratories Inc, Elmwood Park, NJ, the third-largest full service clinical laboratory in the United States.
The transaction, expected for completion later this year, is valued at approximately $1.47 billion.
Under the terms of the agreement, which has been approved by both companies’ boards of directors, Opko’s current diagnostic services will be merged with Bio-Reference Laboratories’ operations throughout the country. Holders of Bio-Reference Laboratories common stock will receive 2.75 shares of Opko common stock for each share of Bio-Reference Laboratories common stock. Closing of the transaction is subject to approval of shareholders and other customary conditions.
Opko seeks to leverage the national marketing, sales, and distribution resources of Bio-Reference Laboratories, particularly to enhance sales of the 4Kscore blood test, which provides a patient’s specific personalized risk score for aggressive prostate cancer. Hoping to help further drug discovery and clinical trial programs, Opko also looks to utilize genetic and genomic data from Bio-Reference Laboratories’ GeneDX genetic sequencing laboratory and GenPath Diagnostics oncology and women’s health business units.
“I have long admired Bio-Reference Laboratories which, for almost 30 years, has enjoyed an impressive record of organic growth through constant innovation and clinical awareness,” says Phillip Frost, MD, chairman and chief executive at Opko. “Bio-Reference Laboratories is a true success story that has culminated in cutting-edge diagnostic solutions accompanied by a worldwide franchise in the diagnosis of rare diseases.”
As the first commercial laboratory to offer next-generation sequencing for rare disorders, GeneDX has served almost a quarter of a million patients, including almost 20,000 patients who have undergone exome analysis, according to Frost. “Their newly introduced sequencing services for use in oncology are both innovative and impressive,” he says.
“Over the years we have learned that diagnostics are integral to drug discovery,” says Marc Grodman, MD, chief executive and president of Bio-Reference Laboratories. “This has never been more apparent than today, when new sequencing technologies have afforded us the opportunity to understand the biological basis of disease in far greater depth. At Bio-Reference Laboratories, we have prided ourselves in finding disruptive diagnostic solutions that are clinically relevant.”
Grodman says he is especially looking forward to working alongside Frost. “Dr. Frost is a visionary in the pharmaceutical world who, during a legendary career, has demonstrated the foresight to see new clinical applications for therapeutics before others,” he says. “I am thrilled that I will be working and learning from him in the coming years as we seek to leverage our outstanding capabilities to improve lives of patients.”
JP Morgan acted as the financial advisor to Opko Health. Allen & Company LLC acted as financial advisor to Bio-Reference Laboratories. Greenberg Traurig, PA acted as legal advisor to Opko, and Davis Polk & Wardwell LLP was Bio-Reference Laboratories’ legal advisor.